NATIONAL BANKSHARES INC 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company's management evaluated, with the participation of the Company's principal executive officer and principal financial officer, the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective as of December 31, 2024 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected. Internal Control Over Financial Reporting Management's Report on Internal Control Over Financial Reporting To the Stockholders of National Bankshares, Inc.: Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management's judgments and estimates concerning effects of events and transactions that are accounted for or disclosed. Management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting includes those policies and procedures that pertain to the Company's ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. In order to ensure that the Company's internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, 2024. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO, 2013) of the Treadway Commission. Based on this assessment, management believes the Company maintained effective internal control over financial reporting as of December 31, 2024. This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in its annual report. As permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission, management excluded the operations of FCB from its assessment of internal control over financial reporting as of December 31, 2024. FCB was merged with and into the Company, however, FCB's legacy operations utilized separate accounting systems from June 1, 2024 (the date of acquisition) through December 31, 2024. FCB's accounting systems will be converted during the second quarter of 2025. Assets acquired from FCB represented approximately 8.11% of the Company’s consolidated assets as of the date of acquisition. The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company's accounting policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and compensation of the independent registered public accounting firm and approves decisions regarding the appointment or removal of the Company’s internal auditors. It meets periodically with management, the independent registered public accounting firm and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company's financial reports. The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matter which they believe should be brought to the attention of the Audit Committee. 85 Table of Contents Item 9B. Ot her Information (a) None. (b) During the quarter ended December 31, 2024 , no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 with respect to the directors of the Company and the Company’s audit committee and the audit committee financial expert is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (“Proxy Statement”) under the headings “Proposal 1 - Election of Directors” and “Corporate Governance Matters”. The Proxy Statement will be filed within 120 days after the end of the Company’s 2024 fiscal year. Information about the Company’s executive officers required by this item is included in Part I, Item I of this Form 10-K under the heading “Executive Officers of the Company”. The information required by Item 10 with respect to applicable filing requirements under Section 16(a) of the Exchange Act is incorporated herein by reference to the information that appears under the heading “Stock Ownership of Directors and Executive Officers – Delinquent Section 16(a) Reports” in the Company’s Proxy Statement. The Company and each of its subsidiaries have adopted codes of ethics for directors, officers and employees, specifically including the Chief Executive Officer and Chief Financial Officer of the Company. These Codes of Ethics are available on the Company’s web site at www.nationalbankshares.com . Any amendments to, or waivers of, these Code of Ethics applicable to our directors, executive officers, principal accounting officer or controller or persons performing similar functions, and required to be disclosed, will be posted on the Company’s web site at www.nationalbankshares.com . The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of the Company’s securities by its directors, officers and employees. A copy of the Company’s insider trading policy is filed as Exhibit 19(i) to this Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. Item 11. Executive Compensation The information required by Item 11 is incorporated herein by reference to the information that appears under the headings “Executive Compensation,” “Compensation of Our Named Executive Officers” and “Corporate Governance Matters – Board Compensation” in the Company’s Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is incorporated herein by reference to the information that appears under the headings “Stock Ownership of Certain Beneficial Owners” and “Stock Ownership of Directors and Executive Officers” in the Company’s Proxy Statement. Equity Compensation Plan Table The following table summarizes information, as of December 31, 2024, relating to the Company’s 2023 Stock Incentive Plan, pursuant to which awards may be granted from time to time in the form of stock options, restricted stock, and restricted stock units. During 2024, the Company issued 5,194 restricted shares and returned 460 shares to available status due to participant forfeiture. As of December 31, 2024, there were no equity awards outstanding. 86 Table of Contents Number of Shares To be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plan Equity compensation plans approved by shareholders - $ - 111,171 Equity compensation plans not approved by shareholders - - - Total - $ - 111,171 Item 1 3. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated herein by reference to the information that appears under the headings “Corporate Governance Matters - Directors Independence; Certain Transactions with Officers and Directors” and “Proposal 1 - Election of Directors” in the Company’s Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated herein by reference to the information that appears under the heading “Principal Accounting Fees and Services” in the Company’s Proxy Statement. 87 Table of Contents P art IV Item 15. Exhibit and Financial Statement Schedules (a) (1) Financial Statements The following consolidated financial statements of National Bankshares, Inc. are included in Item 8: Reports of Independent Registered Public Accounting Firm (Yount, Hyde & Barbour, P.C., Winchester, VA, U.S. PCAOB Auditor Firm I.D.: 613 ) Consolidated Balance Sheets – As of December 31, 2024 and 2023 Consolidated Statements of Income – Years ended December 31, 2024 and 2023 Consolidated Statements of Comprehensive Income – Years ended December 31, 2024 and 2023 Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2024 and 2023 Consolidated Statements of Cash Flows – Years ended December 31, 2024 and 2023 Notes to Consolidated Financial Statements (a) (2) Financial Statement Schedules Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or if the information is contained elsewhere in this Form 10-K. (a) (3) Exhibits A list of the exhibits filed or incorporated in this Form 10-K by reference is as follows: Exhibit No. Description 2(i) Agreement and Plan of Merger, dated as of January 23, 2024, by and among National Bankshares, Inc., The National Bank of Blacksburg and Frontier Community Bank (incorporated herein by reference to Exhibit 2.1 of the Form 8-K filed on January 24, 2024) 3(i) Amended and Restated Articles of Incorporation of National Bankshares, Inc. (incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on March 16, 2006) 3(ii) Amended and Restated Bylaws of National Bankshares, Inc. (incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on July 10, 2024) 4(i) Specimen copy of certificate for National Bankshares, Inc. common stock (incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993) +4(ii) Description of National Bankshares, Inc.’s Securities (incorporated herein by reference to Exhibit 4(ii) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023) *10(i) Executive Employment Agreement dated March 11, 2015, between National Bankshares, Inc. and F. Brad Denardo (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on March 11, 2015) *10(ii) Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc. and Lara E. Ramsey (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on October 11, 2023) *10(iii) Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc. and Lora M. Jones (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on October 11, 2023) *10(iv) Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc. and The National Bank of Blacksburg, and Bobby D. Sanders, II (incorporated herein by reference to Exhibit 10.3 of the Form 8-K filed on October 11, 2023) *10(v) Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and F. Brad Denardo (incorporated herein by reference to Exhibit 99 of the Form 8-K filed on February 8, 2006) *10(vi) First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo (incorporated herein by reference to Exhibit 10 of the Form 8-K filed on December 19, 2007) 88 Table of Contents *10(vii) Second Amendment, dated June 12, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo (incorporated herein by reference to Exhibit 10 of the Form 8-K filed on June 12, 2008) *10(viii) Third Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo (incorporated herein by reference to Exhibit 10(iii) of the Annual Report on Form 10-K for fiscal year ended December 31, 2008) *10(ix) Second Salary Continuation Agreement dated June 26, 2016 between The National Bank of Blacksburg and F. Brad Denardo (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on July 20, 2016) *10(x) Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and David K. Skeens , as amended (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021) *10(xi) Salary Continuation Agreement dated February 8, 2006 between The National Bankshares, Inc. and Lara E. Ramsey , as amended (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017) *10(xii) Salary Continuation Agreement dated May 24, 2013 between The National Bank of Blacksburg and Paul A. Mylum , as amended (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021) *10(xiii) National Bankshares, Inc. 2023 Stock Incentive Plan (incorporated herein by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023) *10(xiv) Form of Performance-Based Restricted Stock Unit Award Agreement under National Bankshares, Inc. 2023 Stock Incentive Plan Filed herewith +19(i) National Bankshares, Inc. Insider Trading Policy Filed herewith +21 Subsidiaries of the Registrant Filed herewith +23 Consent of Yount, Hyde & Barbour, P.C. Filed herewith +31(i) Section 302 Certification of Chief Executive Officer Filed herewith +31(ii) Section 302 Certification of Chief Financial Officer Filed herewith +32(i) 18 U.S.C. Section 1350 Certification of Chief Executive Officer Filed herewith +32(ii) 18 U.S.C. Section 1350 Certification of Chief Financial Officer Filed herewith +97.1 National Bankshares, Inc. Clawback Policy (incorporated herein by reference to Exhibit 97.1 of the Form 10-K filed on March 19, 2024) +101 The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. Filed herewith 104 Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101) Filed herewith *Indicates a management contract or compensatory plan or arrangement. +Filed with this Annual Report on Form 10-K. Item 16. Form 10-K Summary Not applicable. 89 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONAL BANKSHARES, INC. By: /s/ F. BRAD DENARDO F. Brad Denardo Chairman and Chief Executive Officer (Principal Executive Officer) Date: March 28, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Date Title /s/ LAWRENCE J. BALL March 28, 2025 Director Lawrence J. Ball /s/ F. BRAD DENARDO March 28, 2025 Chairman and CEO, National Bankshares, Inc. F. Brad Denardo (Principal Executive Officer) Director /s/ JOHN E. DOOLEY March 28, 2025 Director John E. Dooley /s/ MICHAEL E. DYE March 28, 2025 Director Michael E. Dye /s/ NORMAN V. FITZWATER, III March 28, 2025 Director Norman V. Fitzwater, III /s/ CHARLES E. GREEN, III March 28, 2025 Director Charles. E. Green, III /s/ MILDRED R. JOHNSON March 28, 2025 Director Mildred R. Johnson /s/ LORA M. JONES March 28, 2025 Treasurer and CFO, National Bankshares, Inc. Lora M. Jones (Principal Financial Officer) (Principal Accounting Officer) /s/ MARY G. MILLER March 28, 2025 Director Mary G. Miller /s/ LARA E. RAMSEY March 28, 2025 President Lara E. Ramsey Corporate Secretary Director /s/ GLENN P. REYNOLDS March 28, 2025 Director Glenn P. Reynolds /s/ LUTHERIA H. SMITH March 28, 2025 Director Lutheria H. Smith /s/ ALAN J. SWEET March 28, 2025 Director Alan J. Sweet /s/ JAMES C. THOMPSON March 28, 2025 Director James C. Thompson 90